UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report: (Date of earliest event reported): June 2, 2022 (
(Exact name of registrant as specified in its charter)
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On June 1, 2022, Calyxt, Inc. (the “Company”) held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”). Of the 42,768,163 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting on the April 6, 2022 record date, 36,399,120 shares, or approximately 85.10%, were present at the Annual Meeting either by attendance via online webcast or by proxy.
The following describes the matters considered by the Company’s stockholders at the Annual Meeting, as well as the results of the votes cast at the meeting:
| 1. | To elect eight directors to our Board of Directors, each to serve until the next annual meeting of stockholders and until his or her successor has been elected and qualified, or until his or her earlier death, resignation or removal. |
| Nominee |
For | Withhold | Broker Non-Vote | |||
| Yves J. Ribeill, Ph.D. |
30,660,949 | 2,264,271 | 3,473,900 | |||
| Laurent Arthaud |
28,897,723 | 4,027,497 | 3,473,900 | |||
| Michael A. Carr |
30,778,732 | 2,146,488 | 3,473,900 | |||
| Philippe Dumont |
30,802,718 | 2,122,502 | 3,473,900 | |||
| Jonathan B. Fassberg |
30,660,352 | 2,264,868 | 3,473,900 | |||
| Anna Ewa Kozicz-Stankiewicz |
30,327,482 | 2,597,738 | 3,473,900 | |||
| Kimberly K. Nelson |
30,803,940 | 2,121,280 | 3,473,900 | |||
| Christopher J. Neugent |
30,808,149 | 2,117,071 | 3,473,900 |
| 2. | To ratify the appointment by the Audit Committee of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2022. |
| For |
Against |
Abstain |
Broker Non-Vote | |||
| 36,194,703 |
181,053 | 23,364 | — |
| 3. | To approve an amendment to our amended and restated certificate of incorporation to effect a reverse stock split of the Company’s shares of Common Stock at a ratio not less than 2-to-1 and not greater than 10-to-1, with the exact ratio to be set within that range at the discretion of our Board of Directors before April 1, 2024 without further approval or authorization of our stockholders (the “Reverse Stock Split”). |
| For |
Against |
Abstain |
Broker Non-Vote | |||
| 36,013,956 |
304,405 | 80,759 | — |
As a result, each nominee was elected as a director of the Company, the appointment of Ernst & Young LLP was ratified, and the Reverse Stock Split was approved at the Annual Meeting.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: June 2, 2022 | CALYXT, INC. | |||||
| By: | /s/ Michael A. Carr | |||||
| Name: | Michael A. Carr | |||||
| Title: | President and Chief Executive Officer | |||||